CASTLEVIEW PROPERTY FUND LIMITED - Results of general meeting and implementation of the transaction

Results of general meeting and implementation of the transaction

CASTLEVIEW PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/290413/06)
JSE share code: CVW
ISIN: ZAE000251633
(Approved as a REIT by the JSE)
("Castleview" or the "Company")


RESULTS OF GENERAL MEETING AND IMPLEMENTATION OF THE TRANSACTION


RESULTS OF GENERAL MEETING

Shareholders are referred to previous announcements and to the Circular and Revised Listings Particulars published on
5 September 2022 relating to the acquisition of multiple directly and indirectly held property assets from I Group and a
specific issue of shares for cash to Womens Soccer League and Streepperdjie. Capitalised terms in this announcement
bear the same meaning as in the previous announcements and the Circular and Revised Listings Particulars.

Shareholders are advised that at the General Meeting of Castleview shareholders held on Tuesday, 13 September 2022:

-     all Castleview shareholders were present in person or by proxy and voted in favour of the unanimous resolution
      proposed to shareholders to waive the prescribed notice period; and
-     all resolutions required to be passed by Castleview shareholders to authorise and approve the Transaction were
      passed by the requisite majority of shareholders.

Details of the results of voting at the General Meeting are as follows:

-     total number of Castleview shares that could have been voted at the General Meeting: 41 042 547;
-     total number of Castleview shares that were present/represented at the General Meeting: 41 042 547, being 100%
      of the total number of Castleview shares that could have been voted at the General Meeting;
-     total number of Castleview shares that could have been voted at the General Meeting in respect of ordinary
      resolution number 1: 36 938 293; and
-     total number of Castleview shares that were present/represented at the General Meeting in respect of ordinary
      resolution number 1: 36 938 293, being 100% of the total number of shares that could have been voted at the
      General Meeting in respect of ordinary resolution number 1.

Unanimous resolution number 1: Waiver of the prescribed notice period

Shares voted*                  For                            Against             Abstentions^
41 042 547, being 100%         41 042 547, being 100%         -                   -

Special resolution 1: Amendment of the Memorandum of Incorporation and increase in the authorised share capital

Shares voted*                  For                            Against             Abstentions^
41 042 547, being 100%         41 042 547, being 100%         -                   -

Special resolution 2: Authorisation to issue 30% or more of the Company’s current issued share capital

Shares voted*                  For                            Against             Abstentions^
41 042 547, being 100%         41 042 547, being 100%         -                   -

Ordinary resolution 1: Approval of the Acquisition

Shares voted*                  For                            Against             Abstentions^
36 938 293, being 90%          36 938 293, being 100%         -

Ordinary resolution 2: Specific authority to issue shares for cash

Shares voted*                  For                            Against             Abstentions^
41 042 547, being 100%         41 042 547, being 100%         -                   -

Ordinary resolution 3: Authority to give effect to resolutions

Shares voted*                  For                            Against             Abstentions^
41 042 547, being 100%         41 042 547, being 100%         -                   -

* shares voted in relation to total shares in issue
^ in relation to total shares in issue

IMPLEMENTATION OF THE TRANSACTION

Shareholders are advised that the Competition Authorities granted unconditional approval of the Acquisition on
7 September 2022.

The Acquisition remains subject to the receipt by the Vendors of an exemption from the Takeover Regulation Panel in
terms of section 119(6) of the Companies Act exempting the Vendors from submitting a mandatory offer to the
remaining shareholders of Castleview in terms of section 123 of the Companies Act and the Takeover Regulations
pursuant to the implementation of the Acquisition Agreements. The Vendors expect to receive this exemption from the
Takeover Regulation Panel imminently. As such, Castleview expects to implement the Transaction and issue the
Consideration Shares and Subscription Shares on or before 30 September 2022.

13 September 2022


Corporate advisor and designated advisor
Java Capital

Legal and tax advisor
ENSafrica

Date: 13-09-2022 11:45:00
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